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Messrs

David S. Hunt

email:            dh@hunt-pc.com

The Hunt Law Corporation

A Professional Corporation

66 Exchange Place

Salt Lake City, Utah 84111

Telephone:  (801) 355-7878

Facsimile:  (801) 906-6164

May 13, 2005

Kelly McCusker

Cicely Luckey

Charito A. Mittelman, Esq.

Peggy Kim, Esq.

Securities And Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549

Re:

Castle Arch Real Estate Investment Company, L.L.C.

Registration Statement on Form 10SB

Filed March 30, 2005

File No. 0-51230

Dear Mses. McCusker, Luckey, Mittelman and Kim:

We are submitting our first amended Registration Statement on Form 10SB/A. In order to expedite your review of the filings, we are pleased to provide the following itemized responses to your comments. Note that bold/underlined text throughout this response letter reflects a majority, but not all of the specific language that was added to the Form 10SB/A No.1. To further aid your review a black-lined copy is being submitted:

General

1.

Please note that the Form 10 goes effective by lapse of time 60 days after the date filed pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934. If our comments are not addressed within this 60-day time period, you should consider withdrawing the Form 10 prior to effectiveness and refilling a new form 10 including changes responsive to our comments. If you choose not to withdraw, you will be subject to the reporting requirements under section 13(a) of the Securities Exchange Act of 1934. In addition, we will continue to review your filing until all comments have been addressed.

Our present intention is not to withdraw. We recognize that we will be subject to the reporting requirements under section 13(a) of the Securities Exchange Act of 1934 60 days after our filing date. We intend to continue to cooperate with your review of our filing until all comments have been addressed.

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2.

It appears on your website, in the section entitled, “Investment Opportunities,” that you may be offering securities to potential investors with your statement: ‘[p]lease review the Castle Arch Real Estate Investment Company Business Plan and Private Placement Memorandum for associated details, risks and other disclosures, or contact investor relations…” Under “SEC Filings,” you also state: “[p]lease contact Investor relations for details pertaining to the above and associated descriptions of current offerings.” Under section 5 of the Securities Act of 1933, all offerings of securities must be registered with the Commission unless they fall within an applicable exemption from registration. We are not aware of any exemption applicable to your offering. Please note that placing any offering materials on a website accessible to the public generally constitutes a general solicitation for purposes of Regulation D of the Securities Act of 1933. While it appears that you have designed the website so that the general public cannot view more specific information about investing in the company or participating in any ongoing private placement, investors who access your website are immediately solicited in the above referenced headings to consider investing in your company. Please remove the unregistered offering from the website or tell us how the offering is consistent with Section 5 of the Securities Act. Refer to section C.2. Online Private Offerings under Regulation D; Interpretive Release of Use of Electronic Media, Securities Act Release No. 33-7856 (Apr. 28, 2000). Please also provide us with hard copies of the screen shots from the password-protected site.

We have removed the following from our website: ‘[p]lease review the Castle Arch Real Estate Investment Company Business Plan and Private Placement Memorandum for associated details, risks and other disclosures, or contact investor relations…” In addition, under “SEC Filings,” we have also removed: “[p]lease contact Investor relations for details pertaining to the above and associated descriptions of current offerings.”

3.

In this regard, we not the issuance of securities since May 2004 in your Recent Sales of Unregistered Securities Transaction section. Please tell us whether those purchases were found through your website, and if so, tell us how you determined the transactions constituted private offerings under Section 4(2) given that it appears that the investment opportunity was offered to the general public on your website. In addition, tell us how you determined that the investors were accredited or financially sophisticated given that your registration procedure appears to require only a name and address to gain access to more specific offering information.

Since our inception, no purchases were found through our website. In addition, as stated in our response to comment number 3, the problematic language has been removed.

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4.

Please address the following comments regarding your website:

a.   In the “About” section, provide supplemental support for the statement that ‘industry experts” have identified the skills and relationships of your management team as a “significant competitive advantage.” You should mark the relevant portions of any material provided for our review.

b.  In the “Mission” section, tell us how your capitalization structure is “unique” such that it enhances your ability to acquire, develop, manage, and sell high value real estate properties.

c.  With respect to the “success story” section, please provide supplemental support for the growth rate and other value appreciation quotes on the property developments overseen by Robert Geringer.

d.  In general, please provide supplemental support or revise your website to delete statements that imply that an investment in your company guarantees excellent or secure returns and minimal investment risk. For example, we note statements boasting “excellent returns that are predicted to significantly increase in value…” and quotes from officers and board members emphasizing the potential for high returns on an investment in your company. It does not appear to be appropriate to make these statements given that you are a development stage company.

Note that we have included additional comments to the website as they relate to disclosure in the Form 10 in the following pages of this comment letter we may have further comment.

We are in the process of removing this language from our website.

Risk Factors---Beginning on Page 2

Need for substantial additional funds

5.

Expand to discuss more specifically your current need for additional funds in light of your plan to complete the purchase of the two large properties in Fresno County, the two supplemental properties in the same area, and your need to fund the increase in employment compensation for 2005.

We have modified this risk factor to read as follows:

We currently need additional funds to complete the purchase of the several large properties in Fresno County and to fund increased employment compensation for 2005. Our cash requirements may vary or increase materially from those now planned because of attractive real estate purchase opportunities and unexpected costs or delays in connection with land improvement, changes in the direction of our business strategy, competition, governmental requirements, and other factors. Adequate funds for these purposes may not be available when needed or on acceptable terms.

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The majority of the members and their affiliates have significant influence over us-- Page 5.

6.

Revise to disclose that management holds over 80% of your outstanding common units.

The risk factor has been revised to disclose that our management holds over 80% of our outstanding common units.

The success of our company depends on the continuing efforts…page 5

7.

Expand to identify your key personnel. In addition, we note from disclosure in your document and on your website that your management personnel is involved in numerous other projects, including similar real estate ventures, outside of their management role with your company that may require a significant amount of their time. Consider discussing the risk that your management team may fail to divide their time efficiency in operating your company given their outside obligations. We note that your management team is require to devote only as much time to your operations a they, in their sole discretion, deem necessary in carrying or your operations effectively.

We have modified this risk factor to read as follows:

The success of our company depends on the continuing contributions of our key personnel. We have a skilled management team to seek out properties to finance, purchase, entitle, and resale. However, members of our management team are required to devote only as much time to our operations a they, in their sole discretion, deem necessary in carrying or our operations effectively. Any or all of the members of our management team, including Robert Geringer, Kirby D. Cochran and Jeff Austin and Douglas Child, may fail to divide their time efficiency in operating our business given their outside obligations. In addition, we do not have agreements with any of our management team that hinder their ability to work elsewhere or quit at will and, thus, any executive officer or key employee may terminate his or her relationship with us at any time with no more than one week’s notice.

The ability of our member to control our policies…page 6

8.

Please expand the second bullet point to disclose what amendments to your Operating agreement require the two thirds membership vote and how the voting structure impacts your operations specifically.

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The second bullet point, which is now the first bullet point, has been modified to clarify that our chief executive officer holds a large amount of power and can be removed only by a 70% supermajority in interest vote of the members. It now reads as follows:

Super-Majority member vote required to approve amendments to the operating agreement.    Amendments to our operating agreement must be approved by the affirmative vote of members holding at least 70% of our outstanding common units, voting together as a single class. These voting requirements may make amendments to our operating agreement that members believe desirable more difficult to effect. For instance, under our current operating agreement, our chief executive officer is entitled to appoint and terminate other executives, a function typically reserved for directors. Our chief executive officer may only be removed by the vote of a 70% supermajority of our members.

Business

9.

We note that you plan to purchase and develop two properties. Please describe the material events or specific steps required in order to begin to generate revenues, the material risks, conditions or contingencies to the achievement of those events or steps, the funds needed to implement each such step and a timetable for the commencement of each proposed activity.

We have expanded the disclosures substantially to describe the material steps required in order to begin to generate revenues. We have also included the material risks, primarily the costs of delays, that are conditions or contingencies to the achievement of those steps. We also discuss general costs and time necessary to complete each step.

10.

Please describe your policy with respect to borrowing and leveraging.

Our current model is to fund projects from paid in capital and joint ventures with third parties. Thus, to supplement our existing disclosures, we now state, “In some cases, we also intend to fund projects though joint ventures with third parties. However, during our growth phase, we do not currently intend to fund projects through borrowing or leveraging.”

11.

Expand the first paragraph to describe the “other strategic and joint venture opportunities’ you may consider. In that regard, clearly identify your investment objective including the criteria used in evaluating proposed investment whether your investment objective are subject to change, and if so, how these changes will be implemented. In that regard, we note on your website statements indicting that you are currently actively planning, researching and visiting parcels of land as large as thousands of acres in size.

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The “joint venture opportunities” have been deleted from the paragraph in question but are referenced in Item I. Our intended joint ventures primarily involve securing funding from investment funds and other investors.   As for our evaluation criteria, etc., we now state that,

“Each of our officers is regularly searching for land development opportunities.  Once land is identified, the officers, lead by Messrs. Geringer and Cochran evaluate the potential investment projects on the basis of acquisition costs, estimated improvement costs and time to complete the project. The investment objectives are subject to change in the sole discretion of our management based on our financial position and the condition of the real estate market as assessed by our management.”

12.

Briefly describe the basis for each of the competitive advantages you mention in the bullet points on page 7.

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Ability to raise capital: Messrs. Cochran and Geringer have headed up a number of projects that required the entrepreneurial skill of bringing investors together for a common purpose.

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Projected potential return of 8% or more to investors: removed

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Upside return potential from land development: As opposed to equity investment in business operations. Our management believes that because of the finite supply of land, its near indestructibility and population growth trends make land and its development to be a competitive advantage.

•

Diversification in many real estate segments:  diversification reduces the risk that a sharp decrease in the value of a single segment will destroy all or most of our investment portfolio’s value.

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Hedge to economic cycles: Based on management’s belief that land value and economic cycles (tracked closely by stock markets) often do not coincide. Such was generally observed trend during the last recession.

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Secured asset transactions: In the future, we may present loan opportunities to our members for specific projects. Loan proceeds may be secured by land purchased by the company.

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Positive cash flows while receiving tax benefits: removed.

13.

In the third bullet point on page 7, clarify, if true, that the 8% potential return on investment mentioned represents a dividend payable to preferred unit holders and does not apply to common unit holders.

The third bullet point on page 7 has been removed.

14.

At the top of page 8, clarify what it means to have “secured purchase rights’ on the properties in Fresno and disclose in this section the amounts paid on the closing price of the properties to date. Please revise to state, if true, that you do not currently own any properties. Further, please file the property contracts as exhibits to your next amendment.

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We have amended the disclosure to clarify that we have secured purchase rights through a purchase option contract and in connection with that option contract have paid earnest money on two properties in Fresno County, California. We already state that “we have not actually purchased either property and currently do not own any land.”

We are aware of Regulation SB, Item 601(10) requiring “Any contract for the purchase or sale of any property, plant or equipment for a consideration exceeding 15 percent of such assets of the small business issuer” should be disclosed.  However, as of May 12, 2005 we have no actual purchase contracts. We take the position that option contracts to purchase land fit outside of Item 601(10) disclosure requirement and may be misleading especially where we anticipate that many of our purchase option contracts will expire unexercised. Consistent with that, we expand our disclosure to state that: We antici